Shareholder Primacy

They discuss Trillium’s greenhouse gas precatory proposal at BJ and the procedural fight over ballot inclusion. They examine tactics like proxy threats, settlement choices, and universal proxy’s role. They explore activism at Snap, its three-class share structure, how limited voting affects engagement, and whether public pressure can move controlling founders.

A conversation about recent SEC moves reshaping shareholder proposal rules and how companies now exclude proposals with less SEC oversight. A survey of lawsuits and quick settlements after exclusions. Discussion of limits on EDGAR exempt-solicitation filings and pressure toward mandatory arbitration. Talk about shifts in proxy voting guidance, reporting cadence, and executive compensation disclosure rules.

Ann and Mike talk about Exxon’s proposed move to New Jersey, and pending proxy contests this year

Discussion of a liquidity-driven take‑private of EngageSmart and alleged bidder favoritism and disclosure gaps. Exploration of legal standards governing deal cleansing and potential aiding and abetting claims against banks. Examination of pressure on proxy advisors over ESG, director recommendations, contests, and executive pay benchmarking.

State moves to regulate proxy advisors and the legal fight that followed. How Texas targeted ESG-related recommendations and why courts raised First Amendment and commerce clause concerns. Model conservative legislation that avoids saying ESG and the spread of those bills across red states. Possible business shifts for advisors and the effects on activism and proxy contests.

Mike and Ann talk about a(nother) Twitter securities fraud case against Musk, the latest in WBD

A fast-paced rundown of the bidding battle over Warner Brothers Discovery, with Netflix, Paramount Skydance and Comcast jockeying for assets. They unpack which pieces each bidder wants and how debt allocation and financing reshape offers. Regulatory and antitrust risks, legal filings in Delaware, breakup fees and activist tactics all factor into the high-stakes corporate fight.

Mike and Matt Moscardi sort through the mailbag

Books:The Modern Corporation & Private Property, Adolph A. Berle and Gardner MeansFoundations of Organizational Strategy, Michael C. JensenExit, Voice, and Loyalty, Albert O. HirschmanCorporate Governance, Robert A. G. Monks and Nell MinowDear Chairman, Jeff GrammDisney War, James B. StewartBarbarians in the Boardroom, Owen WalkerOn Board, Jonathan F. FosterPrinciples of Corporate Finance, Richard Brealy, Stewart Myers, Franklin AllenHarvard Law School corp gov forum, The CLS Blue Sky BlogCooley memosMatt Levine at BloombergMr. CorpGov Substack - Andrew Droste at CTBusiness Law Prof BlogThe Corporate Counsel blogsecinfo.com, Boardroom AlphaEmail news letters - FT Alphaville substack, Law360 and Bloomberg Law newslettershttps://kfilings.com/Ssrn newsletterdeallawyers.comthecorporatecounsel.netcompensationstandards.com

Ann and Mike talk about the Tornetta decision and how activists recruit director candidates